Common use of Financial Reports and Regulatory Filings Clause in Contracts

Financial Reports and Regulatory Filings. (1) The Company has Previously Disclosed complete and correct copies of (A) its consolidated audited financial statements (including any related notes and schedules thereto and the signed, unqualified opinion of Xxxxx Xxxxxxx LLP, its independent auditor) for the years ended December 31, 2015 and 2016, and (B) its consolidated unaudited balance sheet and statements of income, comprehensive income (loss) and changes in shareholders’ equity as of and for the nine (9) month period ended September 30, 2017 and it will provide Parent reasonably promptly after it becomes available with similar customary audited year end and unaudited interim financial statements (including any related notes and schedules thereto) for each of the quarterly and annual periods ended thereafter (including without limitation, audited financial statements for the fiscal year ended December 31, 2017) and any partial quarter period prior to the Closing (all of the foregoing audited and unaudited financial statements referred to collectively as the “Company Financial Statements”). Each of the statements of financial position (or equivalent statements) included in the Company Financial Statements (including any related notes and schedules) fairly presents or will fairly present in all material respects the Company’s financial position and that of its Subsidiaries on a consolidated basis as of the date of such statement, and each of the statements of income, comprehensive income and changes in shareholders’ equity and cash flows included in the Company Financial Statements (including any related notes and schedules thereto) fairly presents or will fairly present in all material respects, the results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries on a consolidated basis for the periods to which those statements relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, and, with respect to the Company Financial Statements for the quarter ended and as of September 30, 2017 and any quarter ending after the date hereof, subject to normal year-end audit adjustments and the absence of notes to such Company Financial Statements. (2) Beginning with the Company’s 2017 fiscal year, the Company is subject to the annual audit and reporting requirements required by Section 36 of the Federal Deposit Insurance Act, as amended, and the corresponding regulations contained in 12 C.F.R. Part 363 (the “FDICIA Reporting Requirements”), and the Company is in the process of ensuring compliance therewith. To the Company’s Knowledge, there are no facts or circumstances which exist which would reasonably be expected to cause the Company to not be in compliance in all material respects with the FDICIA Reporting Requirements for the Company’s 2017 fiscal year. (3) Since January 1, 2015, the Company and each of its Subsidiaries have filed all reports, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file with any applicable Governmental Authorities. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with all of the statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filed.

Financial Reports and Regulatory Filings. (1) The Company has Previously Disclosed complete and correct copies of the Company’s audited balance sheets and statements of income, cash flows, and stockholders equity (Aincluding, in each case, any notes thereto) its consolidated audited financial statements (including any related notes as of and schedules thereto and the signed, unqualified opinion of Xxxxx Xxxxxxx LLP, its independent auditor) for the years ended ending December 31, 2015 and 2016, 2016 (the “Prior Audited Financial Statements”) and (B) its consolidated the Company’s unaudited balance sheet sheets and statements of income, comprehensive income cash flows and stockholders equity (lossincluding, in each case, any notes thereto) and changes in shareholders’ equity as of and for the nine (9) month period ended September 30years ending December 31, 2017 and it will provide Parent reasonably promptly after it becomes available with similar customary audited year end and unaudited interim financial statements (including any related notes and schedules thereto) for each of the quarterly and annual periods ended thereafter (including without limitation, audited financial statements for the fiscal year ended December 31, 20172018 (the “Unaudited Financial Statements”). The Company will use reasonable best efforts to provide Purchaser within seventy five (75) days following the date hereof with audited balance sheets and any partial quarter period prior to statements of income, cash flows, and stockholders equity for the Closing years ending December 31, 2017 and December 31, 2018, along with signed, unqualified opinions of CliftonLarsenAllen LLP, the Company’s independent auditor, with respect thereto (all of the foregoing audited “Audited Financial Statements”, together with the Prior Audited Financial Statements and unaudited financial statements referred to collectively as Unaudited Financial Statements, the “Company Financial Statements”). Each of the statements of financial position (or equivalent statements) included in the Company Financial Statements (including any related notes and schedules) fairly presents or will fairly present in all material respects the Company’s consolidated financial position and that of its Subsidiaries on a consolidated basis the Company as of the date of such statement, and each of the statements of income, comprehensive income and (loss), changes in shareholders’ equity and cash flows included in the Company Financial Statements (including any related notes and schedules theretoschedules) fairly presents or will fairly present in all material respects, respects the consolidated results of operations, comprehensive income (loss), changes in shareholders’ equity and changes in cash flows, as the case may beapplicable, of the Company and its Subsidiaries on a consolidated basis for the periods to which those statements relateset forth in such statement, in each case case, in accordance with GAAP consistently applied GAAP, during the periods involved, except in each case as may be noted therein, and, with respect to the Company . The Audited Financial Statements for will be consistent in all material respects with the quarter ended and as of September 30, 2017 and any quarter ending after the date hereof, subject to normal year-end audit adjustments and the absence of notes to such Company Unaudited Financial Statements. (2) Beginning with the Company’s 2017 fiscal yearSince December 31, the Company is subject to the annual audit and reporting requirements required by Section 36 2014, each of the Federal Deposit Insurance Act, as amended, and the corresponding regulations contained in 12 C.F.R. Part 363 (the “FDICIA Reporting Requirements”), and the Company is in the process of ensuring compliance therewith. To the Company’s Knowledge, there are no facts or circumstances which exist which would reasonably be expected to cause the Company to not be in compliance in all material respects with the FDICIA Reporting Requirements for the Company’s 2017 fiscal year. (3) Since January 1, 2015, the Company and each of its Subsidiaries have has filed all reports, statements reports and other documentsstatements, together with any amendments required to be made with respect thereto, that it was required to file with any applicable Governmental AuthoritiesEntities, except where the failure to so file would not be, or would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement with respect to reports and documents filed before the date of this Agreement), each of such reports and documentsstatements, including the financial statements, exhibits and schedules thereto, complied in all material respects with all of the statutes, rules and regulations Applicable Laws enforced or promulgated by the Governmental Authority Entity with which they were filed, except where the failure to do so would not be, or would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole.

Financial Reports and Regulatory Filings. (1) The Company has Previously Disclosed complete December 31, 2015, 2016, and correct copies 2017, and April 30, 2018 Consolidated Reports of Condition and Income of the Bank, which have previously been delivered to the Purchaser are available at xxxxx://xxx.xxxxx.xxx/public, and are incorporated by reference herein (Athe “Unaudited Financial Statements”). No later than ninety (90) its consolidated days following the date hereof, the Bank will provide Purchaser with audited financial balance sheets and statements (including any related notes of income and schedules thereto cash flows for the years ending December 31, 2016, and the 2017, along with signed, unqualified opinion opinions of Xxxxx Xxxxxxx XXXXXx, LLP, its the Bank’s independent auditor) for the years ended December 31, 2015 and 2016, and with respect thereto (B) its consolidated unaudited balance sheet and statements of income, comprehensive income (loss) and changes in shareholders’ equity as of and for the nine (9) month period ended September 30, 2017 and it will provide Parent reasonably promptly after it becomes available with similar customary audited year end and unaudited interim financial statements (including any related notes and schedules thereto) for each of the quarterly and annual periods ended thereafter (including without limitation, audited financial statements for the fiscal year ended December 31, 2017) and any partial quarter period prior to the Closing (all of the foregoing audited and unaudited financial statements referred to collectively as the “Company Audited Financial Statements”, together with the Unaudited Financial Statements, the “Bank Financial Statements”). Each of the statements of financial position (or equivalent statements) included in the Company Bank Financial Statements (including any related notes and schedules) fairly presents or will fairly present in all material respects the Company’s consolidated financial position and that of its Subsidiaries on a consolidated basis the Bank as of the date of such statement, and each of the statements of income, comprehensive income and (loss), changes in shareholders’ equity and cash flows flows, as applicable, included in the Company Bank Financial Statements (including any related notes and schedules theretoschedules) fairly presents or will fairly present in all material respects, respects the consolidated results of operations, comprehensive income, changes in shareholders’ equity and changes in cash flows, as the case may beapplicable, of the Company and its Subsidiaries on a consolidated basis Bank for the periods to which those statements relateset forth in such statement, in each case case, in accordance with GAAP consistently applied GAAP, during the periods involved, except in each case as may be noted therein, and, with respect to the Company . The Audited Financial Statements for the quarter ended and as of September 30, 2017 and any quarter ending after the date hereof, subject to normal year-end audit adjustments and the absence of notes to such Company Financial Statements. (2) Beginning with the Company’s 2017 fiscal year, the Company is subject to the annual audit and reporting requirements required by Section 36 of the Federal Deposit Insurance Act, as amended, and the corresponding regulations contained in 12 C.F.R. Part 363 (the “FDICIA Reporting Requirements”), and the Company is in the process of ensuring compliance therewith. To the Company’s Knowledge, there are no facts or circumstances which exist which would reasonably will be expected to cause the Company to not be in compliance consistent in all material respects with the FDICIA Reporting Requirements Unaudited Financial Statements for the Company’s 2017 fiscal yearyears ending December 31, 2016 and 2017. (32) Since January 1December 31, 20152014, the Company and each of its Subsidiaries have Bank has filed all reports, statements reports and other documentsstatements, together with any amendments required to be made with respect thereto, that it was required to file with any applicable Governmental AuthoritiesEntities, except where the failure to so file would not be, or would not reasonably be expected to be, material to the Bank, taken as a whole. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement with respect to reports and documents filed before the date of this Agreement), each of such reports and documentsstatements, including the financial statements, exhibits and schedules thereto, complied in all material respects with all of the statutes, rules and regulations Applicable Laws enforced or promulgated by the Governmental Authority Entity with which they were filed, except where the failure to do so would not be, or would not reasonably be expected to be, material to the Bank, taken as a whole.

Financial Reports and Regulatory Filings. (1) The Company has Previously Disclosed true, complete and correct copies of (A) its consolidated audited financial statements (including any related notes and schedules thereto and the signed, unqualified opinion of Hacker, Xxxxxxx & Xxxxx Xxxxxxx LLPPA, its independent auditor) for the fiscal years ended December 31, 2014, 2015 and 2016, and (B) its consolidated unaudited balance sheet and statements of income, comprehensive income (loss) and changes in shareholders’ equity as of and for the nine (9) month period ended September 30, 2017 and it (the “Historical Financial Statements”). From the date of this Agreement until the Closing Date, the Company will provide Parent reasonably Parent, (x) as promptly after it becomes available with as practicable, but in no event later than the twentieth (20th) day following the end of the relevant calendar month, similar customary audited year end and quarterly unaudited interim consolidated financial statements (including any related notes and schedules thereto) for each such calendar quarter or (y) as promptly as practicable, but in no event later than the seventy-fifth (75th) day following the end of the quarterly relevant calendar year, customary audited year-end consolidated financial statements (including any related notes and schedules thereto) for the annual periods ended thereafter (including without limitation, audited financial statements for the fiscal year ended December 31, 2017) and any partial quarter period prior to the Closing (all of the foregoing audited and unaudited financial statements statements, including the Historical Financial Statements, referred to collectively as the “Company Financial Statements”). Each of the statements of financial position condition (or equivalent statements) included in the Company Financial Statements (including any related notes and schedules) fairly presents or will fairly present in all material respects the Company’s financial position and that of its Subsidiaries on a consolidated basis as of the date of such statement, and each of the statements of income, comprehensive income and changes in shareholders’ equity and cash flows included in the Company Financial Statements (including any related notes and schedules thereto) fairly presents or will fairly present in all material respects, the results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries on a consolidated basis for the periods to which those statements relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, and, with respect to the Company Financial Statements for the quarter ended and as of September 30, 2017 and any quarter month ending after the date hereof, subject to normal year-end audit adjustments that are not material in nature and amount and the absence of notes to such Company Financial Statements. (2) Beginning with the Company’s 2017 fiscal year, Section 5.2(j)(2) of the Company is subject to the annual audit Disclosure Schedule sets forth a true and reporting requirements required complete list of all documentation creating or governing all securitization transactions and “off-balance sheet arrangements” (a “Securitization Agreement”) effected by Section 36 of the Federal Deposit Insurance Act, as amended, and the corresponding regulations contained in 12 C.F.R. Part 363 (the “FDICIA Reporting Requirements”), and the Company is in the process or any of ensuring compliance therewith. To the Company’s Knowledgeits Subsidiaries since January 1, there are no facts or circumstances which exist which would reasonably be expected to cause the Company to not be in compliance in all material respects with the FDICIA Reporting Requirements for the Company’s 2017 fiscal year2014. (3) The Company (A) has designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the board of directors of the Company (i) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s outside auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. (4) Since January 1, 20152014, the Company and each of its Subsidiaries have timely filed all material reports, statements and other documents, together with any amendments required to be made with respect thereto, if any, that it was they were required to file under any applicable Law, regulation or rule with any applicable Governmental AuthoritiesAuthority. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with all of the relevant statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filedapplicable thereto.

Financial Reports and Regulatory Filings. (1) The Company has Previously Disclosed complete and correct copies of (A) its consolidated audited financial statements (including any related notes and schedules thereto and the signed, unqualified opinion of Xxxxx Xxxxxxx RSM US LLP (f/k/a McGladrey LLP), its independent auditor) for the years ended December 31, 2015 2013, 2014 and 20162015, and (B) its consolidated unaudited balance sheet and statements of income, comprehensive income (loss) and changes in shareholders’ equity as of and for the nine three (93) month period ended September 30March 31, 2017 and 2016; it will provide Parent reasonably promptly after it becomes when available with similar customary audited year year-end and unaudited interim financial statements (including any related notes and schedules thereto) for each of the quarterly and annual periods ended thereafter (including without limitation, audited financial statements for the fiscal year ended December 31, 2017) and any partial quarter period prior to the Closing (all of the foregoing audited and unaudited financial statements referred to collectively as the “Company Financial Statements”). Each of the statements of financial position (or equivalent statements) included in the Company Financial Statements (including any related notes and schedules) fairly presents or will fairly present in all material respects the Company’s financial position and that of its Subsidiaries on a consolidated basis as of the date of such statement, and each of the statements of income, comprehensive income and changes in shareholders’ equity and cash flows included in the Company Financial Statements (including any related notes and schedules thereto) fairly presents or will fairly present in all material respects, the results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries on a consolidated basis for the periods to which those statements relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, and, with respect to the Company Financial Statements for the quarter ended and as of September 30March 31, 2017 2016 and any quarter ending after the date hereof, subject to normal year-end audit adjustments and the absence of notes to such Company Financial Statements. (2) Beginning with The Company (A) has designed disclosure controls and procedures to ensure that material information relating to the Company’s 2017 fiscal year, including its consolidated Subsidiaries, is made known to the management of the Company is subject by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the annual audit date hereof and reporting requirements required by Section 36 of the Federal Deposit Insurance Act, as amended, and the corresponding regulations contained in 12 C.F.R. Part 363 (the “FDICIA Reporting Requirements”), and the Company is in the process of ensuring compliance therewith. To to the Company’s Knowledge, there are no facts or circumstances which exist which would reasonably be expected to cause the Company auditors and the audit committee of the board of directors of the Company (i) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to not be in compliance in all material respects with the FDICIA Reporting Requirements record, process, summarize and report financial data and has identified for the Company’s 2017 fiscal yearauditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. (3) Since January 1, 20152013, the Company and each of its Subsidiaries have filed all reports, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file with any applicable Governmental Authorities. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with all of the statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filed.

Financial Reports and Regulatory Filings. (1) The Company has Previously Disclosed complete and correct copies of (Ai) its consolidated audited financial statements (including any related notes and schedules thereto and the signed, unqualified opinion of Xxxxx Xxxxxxx McGladrey LLP, its independent auditor) for the years ended December 31, 2015 2011, 2012 and 20162013, and (Bii) its consolidated unaudited balance sheet and statements of income, comprehensive income (loss) and changes in shareholders’ equity as of and for the nine (9) month period 9)-month periods ended September 30, 2017 2012, 2013 and it 2014. The Company will provide Parent reasonably promptly after it becomes Purchaser when available with similar customary audited year year-end and unaudited interim financial statements (including any related notes and schedules thereto) for each of the quarterly and annual periods ended thereafter (including without limitation, audited financial statements for the fiscal year ended December 31, 2017) and any partial quarter period prior to the Closing as reasonably requested by Purchaser (all of the foregoing audited and unaudited financial statements referred to collectively as the “Company Financial Statements”). Each of the statements of financial position (or equivalent statements) included in the Company Financial Statements (including any related notes and schedules) fairly presents or will fairly present in all material respects the Company’s consolidated financial position of the Company and that of its Subsidiaries on a consolidated basis as of the date of such statement, and each of the statements of income, comprehensive income (loss) and changes in shareholdersstockholders’ equity and cash flows included in the Company Financial Statements (including any related notes and schedules theretoschedules) fairly presents or will fairly present in all material respects, the consolidated results of operations, comprehensive income, changes in shareholdersstockholders’ equity and changes in cash flows, as the case may beapplicable, of the Company and its Subsidiaries on a consolidated basis for the periods to which those statements relateset forth in such statement, in each case case, in accordance with GAAP consistently applied GAAP, during the periods involved; provided, except in each case as may be noted thereinhowever, and, with respect to the that any interim Company Financial Statements for the quarter ended and as of September 30, 2017 and any quarter ending after the date hereof, are subject to normal year-end audit adjustments and lack footnotes and other required presentation items. McGladrey LLP, which has certified certain financial statements of the absence of notes Company and its Subsidiaries, is an independent registered public accountant with respect to the Company as would be required by the Securities Act and the Exchange Act, were such Company Financial Statementsindependence requirements applicable to the Company. (2) Beginning with the Company’s 2017 fiscal yearSince December 31, the Company is subject to the annual audit and reporting requirements required by Section 36 of the Federal Deposit Insurance Act, as amended, and the corresponding regulations contained in 12 C.F.R. Part 363 (the “FDICIA Reporting Requirements”), and the Company is in the process of ensuring compliance therewith. To the Company’s Knowledge, there are no facts or circumstances which exist which would reasonably be expected to cause the Company to not be in compliance in all material respects with the FDICIA Reporting Requirements for the Company’s 2017 fiscal year. (3) Since January 1, 20152011, the Company and each of its Subsidiaries have has filed all reports, statements reports and other documentsstatements, together with any amendments required to be made with respect thereto, that it was required to file with any applicable Governmental AuthoritiesEntities, except where the failure to so file would not be, or would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with all of the statutes, rules and regulations Applicable Laws enforced or promulgated by the Governmental Authority Entity with which they were filed, except where the failure to do so would not be, or would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole.

Financial Reports and Regulatory Filings. (1) The Company has Previously Disclosed and made available to Acquirer complete and correct copies of (A) its consolidated audited financial statements (including any related notes and schedules thereto and the signed, unqualified opinion of Xxxxx Xxxxxxx LLP, its independent auditor) for the fiscal years ended December 31, 2015 and 2016, 2017 and 2018 and the following unaudited financial statements: (i) consolidated and consolidating balance sheets and income statements of the Company as of December 31, 2019 and for Table of Contents the twelve (12) months then ended, (ii) holding company only balance sheets and income statements of the Company as of December 31, 2019 and (Biii) its consolidated unaudited balance sheet a statement of condition and statements statement of income, comprehensive income (loss) and changes in shareholders’ equity of the Company Bank as of December 31, 2019 and for the nine twelve (912) month period ended September 30months then ended. From the date of this Agreement until the Closing Date, 2017 and it the Company will provide Parent reasonably to Acquirer (x) as promptly after it becomes available with as practicable, but in no event later than the thirtieth (30th) day following the end of the relevant calendar month, similar customary audited year end and unaudited interim financial statements (including any related notes and schedules thereto) for each of the quarterly periods ended thereafter or (y) as promptly as practicable, but in no event later than the ninetieth (90th) day following the end of the relevant calendar year, customary audited year-end consolidated financial statements (including any related notes and schedules thereto) for the annual periods ended thereafter (including without limitation, audited financial statements for the fiscal year ended December 31, 2017) and any partial quarter period prior to the Closing (all of the foregoing audited and unaudited financial statements are referred to collectively as the “Company Financial Statements”). Each of the balance sheets or statements of financial position (or equivalent statements) condition as included in the Company Financial Statements (including any related notes and schedules) fairly presents or will fairly present in all material respects the Company’s financial position and that of its Subsidiaries on a consolidated basis as of the date of such statement, and each of the statements of income, comprehensive income income, and changes in shareholdersstatements of stockholders’ equity and cash flows or equivalent statements included in the Company Financial Statements (including any related notes and schedules theretoschedules) fairly presents or will fairly present in all material respects, respects the consolidated or unconsolidated results of operations, comprehensive income, changes in shareholdersstockholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries on a consolidated basis for the periods to which those statements relateset forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. Xxxxx LLP, and, with respect to who have certified certain financial statements of the Company Financial Statements for and its subsidiaries, are independent registered public accountants as would be required by the quarter ended and United States Securities Act of 1933, as of September 30, 2017 and any quarter ending after amended (the date hereof, subject to normal year-end audit adjustments “Securities Act”) and the absence rules and regulations of notes to such Company Financial Statementsthe SEC thereunder. (2) Beginning with the Company’s 2017 fiscal year, Section 5.1(j)(2) of the Company is subject to the annual audit Disclosure Schedule sets forth a true, complete and reporting requirements required correct list of all documentation creating or governing all securitization transactions and “off-balance sheet arrangements” effected by Section 36 of the Federal Deposit Insurance Act, as amended, and the corresponding regulations contained in 12 C.F.R. Part 363 (the “FDICIA Reporting Requirements”), and the Company is in the process or any of ensuring compliance therewith. To the Company’s Knowledgeits Subsidiaries since January 1, there are no facts or circumstances which exist which would reasonably be expected to cause the Company to not be in compliance in all material respects with the FDICIA Reporting Requirements for the Company’s 2017 fiscal year2016. (3) The Company (A) has designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company Board, (i) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s outside auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Table of Contents (4) Since January 1December 31, 20152018, the Company and each of its Subsidiaries have has timely filed all material reports, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file under any applicable Law, regulation or rule with any applicable Governmental Authorities. As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with all of the statutes, rules and regulations enforced or promulgated by the Governmental Authority with which they were filed.